This Master Subscription Agreement (“Agreement”) consists of these Terms and Conditions and applies to all services provided by Rome Intelligent Systems, Inc. (“Rome AI”) to our clients.
1. Definitions
“Affiliates” means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity, where control means direct or indirect ownership of more than 50% of voting interests.
“Authorized Users” means Client’s employees, consultants and contractors authorized by Client to access and use the Rome AI Applications with supplied user credentials. This excludes Client’s suppliers and employees/consultants of Affiliates or other entities.
“Client Data” means all Client Confidential Information and other data uploaded or transmitted by Authorized Users using the Rome AI Applications.
“Professional Services” means any implementation, training, consulting, data migration, integration or other services provided by Rome AI to Client.
“Rome AI Applications” means a single-tenant, hosted version of our platform that Rome AI makes available on a software-as-a-service subscription basis, including any new features, enhancements, and updates.
“Services” means the Support Services and Professional Services.
“Subscription” means the right of Authorized Users to access the Rome AI Applications during the Subscription Term.
“Support Services” means the maintenance and support services provided in connection with the Rome AI Applications.
2. Changes and Cooperation
2.1 Changes
Rome AI may develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the Rome AI Applications and Support Services (“Changes”). Client authorizes Rome AI to implement such Changes, provided they don’t materially adversely affect functionality or performance.
2.2 Cooperation
Client acknowledges that successful and timely provision of services requires good faith cooperation. Rome AI is not liable for failures arising from Client’s failure to cooperate.
2.3 Terms
Rome AI provides the Rome AI Applications and Services pursuant to these Terms and Conditions and any specific limitations in Order Forms. Additional technical or operational assistance beyond standard Support Services may be provided at Rome AI’s standard hourly rate.
3. Use of Rome AI Applications and Services
3.1 Proprietary Rights
This is a subscription agreement, not a sale or transfer of software. Rome AI and its licensors retain all rights, title and interest (including all intellectual property rights) in the Rome AI Applications, Services, and any related software, databases, technology, reports and documentation.
3.2 Access to Applications
During the Subscription Term, Client has a non-transferable, non-exclusive right to allow Authorized Users to access and use the Rome AI Applications for Client’s internal business purposes.
3.3 Service Limitations
Rome AI provides a logistics interface for managing aspects of purchasing goods and services from vendors and suppliers. Rome AI is not a seller or provider of goods and services - contracts are directly between Client and third-party vendors.
Important Disclaimers:
- Rome AI does not guarantee the existence, quality, safety or legality of goods or services
- Client is responsible for reviewing all output before use
- Rome AI is not a licensed accountant, financial or legal advisor
- Client should consult their own tax, legal and accounting advisors
- Rome AI does not transmit payments between parties
3.4 Professional Services
When indicated in an Order Form, Rome AI will use commercially reasonable efforts to provide Professional Services. Client is responsible for system integration unless otherwise specified. Rome AI owns all intellectual property rights in work product developed during Professional Services.
3.5 Use Guidelines
Prohibited Activities: Client will not and will not allow third parties to:
- Decompile, disassemble, reverse engineer or attempt to discover source code
- Provide, rent, lease, or use the Applications for timesharing or service bureau purposes
- Sublicense, transfer or assign the Applications or rights granted
- Remove or obscure any trademarks, copyright notices or proprietary markings
- Store or transmit information that violates any laws
- Transmit data that infringes intellectual property or privacy rights
- Perform unauthorized load testing or vulnerability scanning
- Access servers or accounts without authorization
3.6 Client Responsibilities
Client is responsible for:
- All activity under Authorized User accounts
- Accuracy, quality, legality and appropriateness of Client Data
- Preventing unauthorized access and notifying Rome AI of security breaches
- Client Data backup (unless expressly agreed otherwise)
3.7 Authorized Users
- Subscriptions are granted solely to parties stated in Order Forms
- User count cannot exceed maximum specified in Order Form
- Subscriptions are for named users and cannot be shared
- Subscriptions may be reassigned to new users when prior users no longer require access
3.8 Client Data
Client grants Rome AI a worldwide, non-exclusive, fully paid-up license to use Client Data as necessary to perform Services and provide the Rome AI Applications. Client represents it has all necessary rights to grant this license.
3.9 Data Processing
To the extent Client Data includes Personal Data, parties shall comply with applicable Data Processing requirements.
3.10 Third-Party Account Information
When using Rome AI Applications to retrieve information from third parties:
- Client authorizes Rome AI to access vendor/supplier websites using Client credentials
- Rome AI may view, retrieve, download and store Account Information
- Client represents it has rights to permit this access
- Rome AI is not responsible for accuracy or timeliness of third-party data
3.11 Feedback
Client grants Rome AI a royalty-free, worldwide, perpetual license to use and incorporate any feedback, suggestions or recommendations into Rome AI products and services. Rome AI will not identify Client as the source.
4. Fees and Payment
4.1 Fees and Payment Terms
- Client agrees to pay all fees specified in Order Forms
- Fees are invoiced in advance
- Payment due within 30 days of invoice date in US dollars
- Payments are non-cancellable and non-refundable
- Late payments accrue 1.5% monthly interest
- Rome AI may update renewal fees with 90 days’ notice
4.2 Taxes
Fees exclude sales, use, value-added, excise or other taxes, which Client is responsible for except taxes on Rome AI’s net income. Tax-exempt clients must provide valid exemption certificates.
4.3 Suspension of Service
For accounts 30+ days overdue (except disputed charges), Rome AI may suspend services upon 10 days’ written notice until payment is received.
5. Term and Termination
5.1 Agreement Term
The Agreement commences on the Effective Date and continues until Subscription expires or earlier termination.
5.2 Subscription Term
Subscription terms are specified in Order Forms and automatically renew for one-year periods unless either party provides 60 days’ written notice of non-renewal.
5.3 Termination for Cause
Either party may terminate for material breach not cured within 30 days of written notice.
5.4 Effect of Termination
Upon termination:
- Rome AI terminates Client’s access to Applications and Services
- Client immediately ceases all use and access
- Parties return each other’s Confidential Information
- Client remains obligated to pay agreed fees
6. Indemnity and Warranty Disclaimer
6.1 Indemnification
Client shall indemnify and defend Rome AI from third-party claims arising from:
- Alleged infringement from Rome AI’s authorized use of Client Data
- Client’s violation of use guidelines or responsibilities
6.2 Warranty Disclaimer
ROME AI MAKES NO WARRANTIES REGARDING THE APPLICATIONS AND SERVICES. ROME AI DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
Rome AI does not warrant:
- Uninterrupted or error-free access
- Correction of all defects
- Meeting particular requirements or expectations
- Accuracy of data or information
7. Confidential Information
7.1 Obligations
For three years after Agreement termination, each party shall:
- Treat as confidential all Confidential Information
- Use Confidential Information only to perform Agreement obligations
- Implement reasonable procedures to prevent unauthorized disclosure
- Not disclose to third parties (except as necessary for Services)
7.2 Exceptions
Confidentiality obligations don’t apply to information that:
- Was or becomes publicly available through no fault of receiving party
- Was known to receiving party at disclosure
- Was independently developed
- Is disclosed with written approval
- Becomes known from other sources without breach
- Must be disclosed by legal requirement
8. Limitations of Liability
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF INFORMED OF THEIR POSSIBILITY.
ROME AI’S AGGREGATE LIABILITY SHALL NOT EXCEED AMOUNTS RECEIVED FROM CLIENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO DAMAGES.
These limitations don’t apply to violations of proprietary rights, confidentiality, or indemnification obligations.
9. General Provisions
9.1 Governing Law
This Agreement is governed by Delaware law, without application of conflicts of law principles or the UN Convention on International Sale of Goods.
9.2 Severability
Invalid provisions shall be omitted without affecting remaining provisions. Parties agree to replace invalid provisions with valid ones approximating original intent.
9.3 Waiver
Waiver of any breach doesn’t constitute waiver of other or subsequent breaches.
9.4 Assignment
Agreement binds successors and permitted assigns. Assignment requires prior written consent, except Rome AI may assign upon change of control or sale of assets.
9.5 Independent Contractors
Parties are independent contractors with no partnership, joint venture, employment, franchise or agency relationship.
9.6 Publicity
Press releases require mutual consent. Parties may include each other in customer/vendor lists per standard guidelines.
9.7 Notices
Written notices shall be delivered personally, by overnight courier, or registered/certified mail to addresses specified in Order Forms.
9.8 Execution
Agreement may be executed and delivered by facsimile or email, with reproductions deemed originals. Counterpart execution is permitted.
9.9 Force Majeure
Neither party is liable for failures caused by events beyond reasonable control (network failures, government action, acts of God) provided they give notice and use reasonable efforts to overcome.
9.10 Modifications
Amendments must be in writing signed by authorized representatives.
9.11 Entire Agreement
This Agreement constitutes the entire agreement between parties and supersedes all prior agreements and understandings. Order Form terms govern in case of inconsistency.
For questions about these Terms and Conditions, please contact Rome AI at legal@romeai.com.